Directors Report of Nimbus Foods Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting their 20th ANNUAL REPORT
on the business and operations of the Company together with the Audited
Statement of Account for the Financial Year ended on 31st March, 2015.

1. FINANCIAL RESULTS: (Amount in lacs)

Particulars Year ending Year ending
on on
31st March, 31st March,
2015 2014

Total Income 1353.73 1545.10

Total Expenditure 1295.66 1460.87

Gross Profit/(loss) 58.07 84.23

Less : Depreciation 26.77 21.51

Provision for taxation 1.34 1.82

Extra Ordinary Items - -

Tax Expense 10.74 19.94

Adjustment for earlier years - -

Profit/(loss) After Tax 19.22 40.95

2. OPERATIONAL REVIEW:

The Company is engaged in the business of Bread and Bakery products.
Your Company is getting excellence in developing its own products and
presently such development is in the bakery related items like toast,
khari and biscuits under the brand name of "WOODOO" and also exploring
the opportunity to enter into new territory. The details of such
developments will be informed to you from time to time.

3. DIVIDEND:

To conserve the resources for the future requirement of the company,
your directors have not recommended any dividend for the year.

4. DEPOSITS:

The Company has not accepted or renewed any amount falling within the
purview of provisions of section 73 of the Companies Act, 2013 ("the
act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the period under review. Hence, the requirement for furnishing
the details of deposits which are not in compliance with chapter V of
the act is not applicable.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR
TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate
Company.

7. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure "A" and is attached to this
Report.

8. AUDITORS

a) Statutory Auditors

M/s B. S Rajput & Associates, Chartered Accountants, was appointed as
Statutory Auditors for a period of 4 year(s) in the Annual General
Meeting held on30th September, 2014. Their continuance of appointment
and payment of remuneration are to be confirmed and approved in the
ensuing Annual General Meeting.

The Company has received a certificate from the above Auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.

The notes and remarks of Auditors' are self-explanatory and therefore
do not require any further clarification.

b) Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section
148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Amendment Rules, 2014, the cost audit is not applicable to
the Company.

c) Secretarial Auditors

Provisions of Section 204 read with Section 134(3) of the Companies
Act, 2013, mandates to obtain Secretarial Audit Report from Practicing
Company Secretary. CS Gaurang Shah, Practicising Company Secretary had
been appointed to issue Secretarial Audit Report for the period ended
on 31st March,2015.

Secretarial Audit Report issued by CS Gaurang Shah, Company Secretary
in Form MR-3 for the period under review forms part of this
report,attached and marked as Annexure "B", for the period under review
forms part of this report. The said report contains observation or
qualification relating to the appointment of Company Secretary and CFO.

The Board of Directors of your Company would like to explain on the
said observation that your Company took all reasonable steps to do such
appointments, but it failed to attract right candidates for such post.
The Board of your Company has appointed Mr. Jay P. Verma as its CFO
w.e.f. 30/05/2015 and continues its efforts to search right candidate
for the post of Company Secretary and will appoint the Company
Secretary as soon as possible.

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
period under review, no material or serious observation has been
received from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which
can have impact on the going concern status and the Company's
operations in future.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The company has given loans or guarantees covered under the provisions
of section 186 of the Companies Act, 2013. The details of the loans,
guarantees given and investments made by company are given in the
financial statement of the Company (Please refer Note No. 9 and 11 of
the financial statements).

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered into during the
financial year were on an arm's length basis and in the ordinary course
of business.

There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large.

13. PARTICULARS REGARDING EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, forms part of this
report as 'Annexure C. However, as permitted in terms of Section 136 of
the Act, this Annual Report is being sent to all the members and others
entitled thereto, excluding the said annexure. Members who are
interested in obtaining these particulars may write to the Company
Secretary at the Registered Office of the Company. The aforesaid
annexure is also available for inspection by members at the Registered
Office of the Company, 21 days before the 84th Annual General Meeting
and upto the date of Annual General Meeting during business hours on
working days.

The details as required under Section 134 (3) (m) of the Companies Act,
2013, in respect of Conservation of Energy, Technology Absorption are
not applicable.

B. FOREIGN EXCHANGE EARING & OUTGO :

Foreign Exchange Earning : NIL Foreign Exchange Outgo : NIL

15. DIRECTORS

i. Appointment and Cessation

Mr. Arvind Thakkar (DIN: 00966889) resigned from the Board of directors
of the Company w.e.f. 17th October, 2014.The Board has noted his
contribution as Director of the Company during his tenure on the Board
of the Company.

However, during the year, the Board again inducted him on the Board of
Directors of the Company w.e.f. 14th November, 2014 as an additional
director under the category of Independent Director.

Further, Mrs. Priti Wadhwani (DIN: 03230600) has been appointed as an
Additional Director on 06/04/2015 who shall hold office upto the
ensuring Annual General Meeting.

ii. Retirement by rotation

In accordance with the provisions of section 152[6] of the Act and in
terms of Articles of Association of the Company, Mr. Sharad Khandelwal
(DIN: 03447732) retires at this Annual General Meeting and being
eligible offer themselves for re- appointment. The Board recommends his
reappointment.

iii. Independent Directors

Mr. SANJAY MANGAL (DIN: 05355390) is the existing Independent Director.
The Company proposes to appoint him as Independent Director under
Section 149 of the Companies Act, 2013, for a period of five
consecutive years from the date of this Annual General Meeting. In
accordance with the provisions of the Act, none of the Independent
Directors are liable to retire by rotation.

He has submitted his disclosure to the Board that he fulfills all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013
so as to qualify himself to be appointed as Independent Director under
the provisions of the Companies Act, 2013 and the relevant rules.

iv. Number of Board Meetings conducted during the year under review

The Company had 8 Board meetings on 30/05/2014, 13/08/2014, 26/08/2014,
17/10/2014, 14/11/2014, 11/12/2014, 13/02/2015 and 20/03/2015 during
the financial year under review.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.

17. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Board
hereby submits its responsibility Statement:

i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

ii. The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review;

iii. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern
basis;

v. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively;

vi. The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.

18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of Directors was re-constituted on 14.11.2014
pursuant to the provisions of Section 177 of the Companies Act, 2013.
The composition of the Audit Committee is in conformity with the
provisions of the said section.

As on the date of this Report, the Audit Committee comprises:-

A. Mr. Arvind Thakkar

B. Mr. Sanjay Mangal

C. Mr. Amit Khaksa

The above composition of the Audit Committee consists of independent
Directors viz., Mr. Arvind Thakkar and Mr. Sanjay Mangal who form the
majority.

The scope and terms of reference of the Audit Committee have been
amended in accordance with the Act and the Listing Agreement entered
into with the Stock Exchanges. During the period under review, the
Board of Directors of the Company had accepted all the recommendations
of the Committee.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower
policy for Directors and employees to report concerns about unethical
behaviour, actual or suspected fraud or violation of Company's Code of
Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the
website of the company at www.nimbusfoods.in

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence are very minimal.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.

22. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
in Corporate Governance Report forming part of the Annual Report.

23. CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements
under the Act and as stipulated under clause 49 of the Listing
Agreement. A separate section on detailed report on the Corporate
Governance practices followed by the Company under the Listing
Agreement along with a certificate from M/s. B. S Rajput & Associates,
Auditor of the Company confirming the compliance, is part of the Annual
Report.

24. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.

The Directors present the NINETEENTH ANNUAL REPORT together with the
Audited Statement of Account for the Financial Year 2013-14 ended on
31st March, 2014.

1. Financial Results : Rs. in Lacs

FINANCIAL RESULTS 2013-14 2012-13

Operating Profit / (Loss)(Before
Interest & Depreciation) 93.89 72.27

Less: Interest 09.66 3.51

Profit/(Loss) before Depreciation 84.23 68.76

Less: Depreciation & Amortisation Exp. 21.52 22.37

Profit / (Loss) before Extraordinary items 62.71 46.39

Less: Loss on Sale of Investment /
written off Advances - -

Profit / (loss) before Tax 62.71 46.39

Less: Provision for Taxation 21.76 14.53

Add/Less: Deferred Tax Assets/provision - -

Net Profit / (Loss) after Tax 40.95 31.86

Less: Short or excess provision of
taxation of earlier year - -

Add: Balance brought forward
from previous year 118.09 86.23

Profit / (Loss) carried to Balance Sheet 159.04 118.09

2. DIVIDEND:

In view of insufficient profits earned during the year under review and
also to conserve the resources for the expansion of the activities and
working capital requirement of the Company, the Board of Directors have
not recommended dividend for the year under the review.

3. Operations :

The Company is in the business of Bread and Bakery products. The
Company has franchisee agreement with Hindustan Unilever Limited for
manufacturing and marketing of Modern Bread in Gujarat. Your Company is
getting excellence in developing its own products and presently such
development is in the bakery related items like toast, khari and
biscuits under the brand name of "WOODOO" and also exploring the
opportunity to enter into new territory. The details of such
developments will be informed to you from time to time.

The Company Earned Operating Profit of Rs.93.89 lacs during 2013-14. As
the Company had to provide for interest of Rs.9.66 lacs during the year
under review, The Company provided Rs. 21.52 lacs for Depreciation and,
Profit before tax stood at Rs.62.71 lacs during the year under review.
After taking into account Provision for taxation, Deferred Tax Assets
and prior period adjustments, extra ordinary items your Company had
earned profit of Rs. 40.95 lacs.

4. FUTURE PLANS :

The Company is exploring the opportunities available in the Bread and
Bakery Industry and has already set up a committee to explore the
expansion plan of the Company in the existing field of business by
increasing production capacity of its existing plan as well as set up
of manufacturing facility in other parts of India.

5. DIRECTORS :

One of your Director Shri Arvind Thakkar retires by rotation in terms
of Articles 137, 138 and 139 of the Articles of Association of the
Company, He however, being eligible, offers himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act,
1956, with respect to Directors Responsibility Statement, it is hereby
confirmed that:

(i) In the preparation of the annual accounts, the applicable
accounting Standards have been followed along with proper explanation
relating to material departures.

(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company at 31st March, 2014 being end of the financial year
2013-14 and of the Profit of the Company for the year.

(iii) The Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.

(iv) The Directors have prepared the annual accounts on a going concern
basis.

7. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay
Stock Exchanges. Annual Listing Fees of Bombay Stock Exchange Ltd. and
Ahmedabad Stock Exchange is outstanding for the year 2014.15. The
Company is regular in complying with the Listing Agreement entered into
with the Stock Exchange.

8. CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the
Listing Agreement is annexed.

9. INSURANCE:

The Company''s properties continue to be adequately insured against
risks such as fire, riot, strike, civil commotion, malicious damages
etc.

10. AUDITORS AND AUDITOR''S OBSERVATION:

The present Auditors of the Company M/s. B.S.Rajput & Associates,
Chartered Accountants'', Ahmedabad were appointed as Auditors and will
retire at the ensuing Annual General Meeting. M/s. B.S. Rajput &
Associates, Chartered Accountants, having firm registration no.119760W
have submitted certificate for their eligibility for appointment under
Section 139 of the Companies Act, 2013.

Board of Directors of your Company favour their re-appointment as
Statutory Auditors'' of the Company and such re-appointment if done,
shall be upto the next Annual General Meeting of the Company.

The notes and remarks of Auditors'' are self-explanatory and therefore
does not require any further clarifications.

11. PARTICULARS OF EMPLOYEES :

During the year under report, none of the employees was in receipt of
remuneration exceeding the limit prescribed under Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended.

12. DEPOSITS :

During the year the Company has not accepted any deposit to which the
provisions of section 58A of the Companies Act, 1956 are applicable.

13. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Information required u/s 217(1)(e) of the Companies Act, 1956 read with
Rule 2 of the Companies (Disclosures of particulars in the report of
the Board of Directors), Rules, 1988 as amended from time to time,
forms part of this report. However, as per the provisions of section
219(1)(b)(iv), the Report and accounts are being sent to all
shareholders of the Company excluding the information relating to
conservation of energy, technology absorption, foreign exchange earning
and outgo. Any shareholders interested in obtaining such particulars
may inspect the same at the registered office of the Company or write
to the Company for a copy.

14. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and
co-operation extended by promoters, Banks, Government Authorities,
Employees and Shareholders.

The Directors specially acknowledge the hard work, dedication and
commitment of employees. Their enthusiasm and unstinting efforts have
enabled the Company to emerge stronger than ever.

The Directors present the EIGHTEENTH ANNUAL REPORT together with the
Audited Statement of Account for the Financial Year 2012-13 ended on
31st March, 2013.

1. Financial Results :

Rs. in Lacs

2012-13 2011-12

Operating Profit / (Loss)(Before
Interest & Depreciation) 71.82 55.47

Less: Interest 3.51 2.94

Profit/(Loss) before Depreciation 68.31 52.53

Less: Depreciation 21.77 13.46

Profit / (Loss) before Extraordinary items 46.54 41.82

Less: Loss on Sale of Investment /
written off Advances

Profit / (loss) before Tax 46.54 41.82

Less: Provision for Taxation 14.68 13.06

Add/Less: Deferred Tax Assets/provision

Net Profit / (Loss) after Tax 31.86 28.76

Less: Short or excess provision of
taxation of earlier year

Add: Balance brought forward from
previous year 86.23 57.47

Profit / (Loss) carried to Balance Sheet 118.09 86.23

2. DIVIDEND:

In view of insufficient profits earned during the year under review and
also to conserve the resources for the expansion of the activities and
working capital requirement of the Company, the Board of Directors have
not recommended dividend for the year under the review.

3. Operations :

The Company is in the business of Bread and Bakery products. The
Company has franchisee agreement with Hindustan Unilever Limited for
manufacturing and marketing of Modern Bread in Gujarat. Your Company is
getting excellence in developing its own products and presently such
development is in the bakery related items like toast, khari and
biscuits under the brand name of ''WOODOO" and also exploring the
opportunity to enter into new territory. The details of such
developments will be informed to you from time to time. The Company
Earned Operating Profit of Rs.71.82 lacs during 2012-13. As the Company
had to provide for interest of Rs.3.51 lacs during the year under
review, The Company provided Rs. 21.77 lacs for Depreciation and,
Profit before tax stood at Rs.46.54 lacs during the year under review.
After taking into account Provision for taxation, Deferred Tax Assets
and prior period adjustments, extra ordinary items the Net Profit for
the year under review stood at Rs. 31.86 lacs.

4. FUTURE PLANS :

The Company is planning to set up its units at Nagpur, Surat and Pune
with average installed capacity of 30,000 standard loafs per day. The
Company has also planned out to start bakery shops in Nagpur, Surat and
Pune with an average of 3500 kg production capacity under the brand
name of ''WOODOO".

5. DIRECTORS :

One of your Director Mr. Sanjay Mangal retires by rotation in terms of
Articles 137, 138 and 139 of the Articles of Association of the
Company, He however, being eligible, offers himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act,
1956, with respect to Directors Responsibility Statement, it is hereby
confirmed that:

(i) In the preparation of the annual accounts, the applicable
accounting Standards have been followed along with proper explanation
relating to material departures.

(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company at 31st March, 2013 being end of the financial year
2012-13 and of the Profit of the Company for the year.

(iii) The Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.

(iv) The Directors have prepared the annual accounts on a going concern
basis.

7. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay
Stock Exchanges. The Company has paid Annual Listing Fees of Bombay
Stock Exchange Ltd. up to the year 2013-14 and listing fees of
Ahmedabad Stock Exchange is outstanding. The Company is regular in
complying with the Listing Agreement entered into with the Stock
Exchange.

8. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the
Listing Agreement is annexed.

9. INSURANCE:

The Company''s properties continue to be adequately insured against
risks such as fire, riot, strike, civil commotion, malicious damages
etc.

10. Utilization of Prefrential issue proceeds:-

The Company made preferential allotment to meet the long term working
capital requirements of the company, enhancements of competitiveness
and strengthening of its financial position through long-term
resources, expansion of the present activity, Investment and/Loan to
Other Bodies Corporate as a strategic investment. The Company had
utilized the funds as per the object of the issue which is as under:

Sr.No. Particulars Amount Invested

1 Long Term Loans & Advances Rs. 5,02,29,375

Total Rs. 5,02,29,375

11. AUDITORS AND AUDITOR''S OBSERVATION:

The present Auditors of the Company M/s. B.S.Rajput & Associates,
Chartered Accountants'', Ahmedabad were appointed as Auditors and will
retire at the ensuing Annual General Meeting. M/s. B.S. Rajput &
Associates, Chartered Accountants, having firm registration no.119760W
have submitted certificate for their eligibility for appointment under
Section 224(1B) of the Companies Act, 1956. Board of Directors of your
Company favour their re-appointment as Auditors of the Company and such
re-appointment if done, shall be upto the conclusion of the next Annual
General Meeting of the Company.

Auditors'' observation and management''s response to auditor''s
observation:- The notes and remarks of Auditors'' are self-explanatory
and therefore does not require any further clarifications.

12. PARTICULARS OF EMPLOYEES :

During the year under report, none of the employees was in receipt of
remuneration exceeding the limit prescribed under Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended.

13. DEPOSITS :

During the year the Company has not accepted any deposit to which the
provisions of section 58A of the Companies Act, 1956 are applicable.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE-I:

15. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and
co-operation extended by promoters, Banks, Government Authorities,
Employees and Shareholders.

The Directors specially acknowledge the hard work, dedication and
commitment of employees. Their enthusiasm and unstinting efforts have
enabled the Company to emerge stronger than ever.

For and on behalf of the Board

Place : Ahmedabad AMIT KHAKSA

Date:26/07/2013 Executive Director

Mar 31, 2012

The Directors present the SEVENTEENTH ANNUAL REPORT together with the
Audited Statement of Account for the Financial Year 2011-12 ended on
31st March, 2012.

1. Financial Results :

Rs. In Lacs
2011-12 2010-11

Operating Profit/(Loss)(Before
Interest & Depreciation) 58.23 55.80

Less: Interest 2.94 2.09

Profit/(Loss) before Depreciation 55.29 53.71

Less: Depreciation 13.46 16.62

Profit/(Loss) before Extraordinary
items 41.82 37.09

Less: Loss on Sale of
Investment/written off Advances - -

Profit/(loss) before Tax 41.82 37.09

Less: Provision for Taxation 11.50 11.00

Add/Less: Deferred Tax Assets/provision 1.56 1.82

Net Profit/(Loss) after Tax 28.76 24.27

Less: Short or excess provision of
taxation of earlier year - 0.34

Add: Balance brought forward from
previous year 57.47 33.54

Profit/(Loss) carried to Balance Sheet 86.23 57.47

2. DIVIDEND:

In view of insufficient profits earned during the year under review and
also to conserve the resources for the expansion of the activities and
working capital requirement of the Company, the Board of Directors have
not recommended dividend for the year under the review.

3. Operations :

The Company is in the business of Bread and Bakery products. The
Company has franchisee agreement with Hindustan Unilever Limited for
manufacturing and marketing of Modern Bread in Gujarat. Your Company
has also started to develop its own products and presently such
development is in the bakery related items like toast, khari and
biscuits under the brand name of "WOODOO" and also exploring the
opportunity to enter into new territory. The details of such
developments will be informed to you from time to time.

The Company Earned Operating Profit of Rs.42.01 lacs during 2011-12. As
the Company had to provide for interest of Rs.2.94 lacs during the year
under review, The Company provided Rs. 13.46 lacs for Depreciation and,
Profit before tax stood at Rs.41.82 lacs during the year under review.
After taking into account Provision for taxation, Deferred Tax Assets
and prior period adjustments, extra ordinary items the Net Profit for
the year under review stood at Rs. 28.76 lacs.

4. FUTURE PLANS :

The Company is planning to set up its units at Nagpur, Surat and Pune
with average installed capacity of 30,000 standard loafs per day. The
Company has also planned out to start bakery shops in Nagpur, Surat and
Pune with an average of 3500 kg production capacity under the brand
name of "WOODOO".

5. DIRECTORS :

One of your Director Mr. Sharad Khandelwal retires by rotation in terms
of Articles 137, 138 and 139 of the Articles of Association of the
Company, He however, being eligible, offers himself for reappointment.

Mr. Arvind Thakkar and Mr. Sanjay Mangal have been appointed as an
Additional Directors under Independent category w.e.f. 14/08/2011. In
the terms of Section 260 of the Companies Act, 1956 Mr. Arvind Thakkar
and Mr. Sanjay Mangal holds office upto the ensuing Annual General
Meeting of the Company and being eligible offers himself for
appointment as the director of the Company. , Mr. Arvind Thakkar is a
practicing Chartered Accountant since 35 years having a vast experience
in the field of Taxation and tax audit matters and Mr. Sanjay Managal
has an experience of more than 22 years in the field of capital market
and financial management. Looking to the experience the Board
recommends their appointment as Directors of the Company.

Mr. Bhaychand Prajapti and Mr. Deepak Sharma have resigned on
14/08/2012, the board has taken on record the valuable services and
advices given by them during their tenure as Directors of the Company.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act,
1956, with respect to Directors Responsibility Statement, it is hereby
confirmed that:

(i) In the preparation of the annual accounts, the applicable
accounting Standards have been followed along with proper explanation
relating to material departures.

(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company at 31st March, 2012 being end of the financial year
2011-12 and of the Profit of the Company for the year.

(iii) The Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.

(iv) The Directors have prepared the annual accounts on a going concern
basis.

7. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay
Stock Exchanges. The Company has paid Annual Listing Fees of Bombay
Stock Exchange Ltd. up to the year 2012-13 and listing fees of
Ahmedabad Stock Exchange is outstanding. The Company is regular in
complying with the Listing Agreement entered into with the Stock
Exchange.

8. DELISTING OF SECURITIES:

At present the equity shares of the company are listed at Bombay Stock
Exchange Limited Considering the negligible volume of trading and as a
part of its cost reduction measure, the consent of members is sought
for getting its securities delisted from Ahmedabad Stock Exchange as
proposed in the special resolution. The securities of the company shall
continue to be listed on the Bombay Stock Exchange, Mumbai.

9. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the
Listing Agreement is annexed.

10. INSURANCE:

The Company's properties continue to be adequately insured against
risks such as fire, riot, strike, civil commotion, malicious damages
etc.

11. AUDITORS AND AUDITOR'S OBSERVATION:

The present Auditors of the Company M/s. B.S.Rajput & Associates,
Chartered Accountants', Ahmedabad were appointed as Auditors and will
retire at the ensuing Annual General Meeting. M/s. B.S. Rajput &
Associates, Chartered Accountants, having firm registration no. 119760W
have submitted certificate for their eligibility for appointment under
Section 224(1B) of the Companies Act, 1956.

Auditors' observation and management's response to auditor's
observation:- The notes and remarks of Auditors' are self-explanatory
and therefore does not require any further clarifications.

12. PARTICULARS OF EMPLOYEES :

During the year under report, none of the employees was in receipt of
remuneration exceeding the limit prescribed under Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended.

13. DEPOSITS :

During the year the Company has not accepted any deposit to which the
provisions of section 58A of the Companies Act, 1956 are applicable.

14. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE-I:

15. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and
co-operation extended by promoters, Banks, Government Authorities,
Employees and Shareholders.

The Directors specially acknowledge the hard work, dedication and
commitment of employees. Their enthusiasm and unstinting efforts have
enabled the Company to emerge stronger than ever.

For and on behalf of the Board

AMIT KHAKSA
Executive Director

Place : Ahmedabad
Date : 14/08/2012

Mar 31, 2010

The Directors present the FIFTEENTH ANNUAL REPORT together with the
Audited Statement of Account for the Financial Year 2009-10 ended on
31st March, 2010.

In view of insufficient profits earned during the year under review and
also to conserve the resources for the expansion of the activities and
working capital requirement of the Company, the Board of Directors have
not recommended dividend for the year under the review.

3. OPERATIONS:

The Company is in the business of Bread, Bakery products and
Confectionaries. The Company has franchisee agreement with Unilever
Limited for manufacturing and marketing of Modern Bread in Gujarat.
Your Company has also started to develop its own products and presently
such development is in the bakery related items like toast, khari and
biscuits. Your company has set up a new unit for Bread and other bakery
related products at Jaipur (Rajasthan) on lease basis and has commenced
its commercial production from 21s July, 2010. The Bread which is
being manufactured at Jaipur Unit is launched in the Jaipur and nearby
market with the name "Nimbus". This new unit is having total production
capacity of 1,10,00,000 breads per annum. The Company is also planning
to set-up 25 retail outlets at Jaipur City as "Live Bakery Shop" and
also exploring the "opportunity to enter into new territory. The
details of such developments will be informed to you from time to time.

The Company Earned Operating Profit of Rs.52.21 lacs during 2009-10. As
the Company had to provide for interest of Rs.1.43 lacs during the year
under review, the Profit before Depreciation stood at Rs.50.78 lacs
during the year under review. The Company provided Rs. 25.56 lacs for
Depreciation and, therefore, Profit before tax stood at Rs.25.22 lacs
during the year under review. After taking into account Provision for
taxation, Deferred Tax Assets and prior period adjustments, extra
ordinary items the Net Profit for the year under review stood at Rs.
16.37 lacs.

4. FUTURE PLANS :

Your directors are continuously looking for the expansion of the
business of the Company and for that as explained earlier the Board is
looking for expansion into its present business by acquiring control
over other bakery manufac- turing companies. The Board is also looking
for expansion into snacks industry and for that presently concentrating
on various types of Namkeen, chips and other fried snacks.

5. DIRECTORS :

One of your Director .Mr. Shyamkishore Dehliwala retires by rotation in
terms of Articles 137, 138 and 139 of the Articles of Association of
the Company, He however, being eligible, offers himself for
reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 217 (2AA) of the companies Act,
1956, with respect to Directors Responsi- bility Statement, it is
hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable
accounting Standards have been followed along with proper explanation
relating to material departures.

(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2010 being end of the
financial year 2009-10 and of the Profit of the Company for the year.

(ii) that the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.

(iii) that the Directors have prepared the annual accounts on a going
concern basis.

7. DEMATERIALISATION OF EQUITY SHARES :

To facilitate holding of securities in dematerialised / electronic
form, the Company has entered into agreements with both National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). Thus, shareholders have an option to
dematerialise their shares with either of the depositories. The ISIN
No. allotted is INE301B01020.

8. LISTING :

The Equity shares of the Company are listed on Ahmedabad and Bombay
Stock Exchanges. The Company has paid Annual Listing Fees of Bombay
Stock Exchange Ltd. up to the year 2010-11 and listing fees of
Ahmedabad Stock Exchange is outstanding. The Company is regular in
complying with the Listing Agreement entered into with the Stock
Exchange.

9. COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate under the provisions of
section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh &
Associates, Company Secretaries and the same is attached with this
Report as annexure.

10. CORPORATE GOVERNANCE :

The Report on Corporate Governance required under Clause 49 of the
Listing Agreement is annexed.

11. GENERAL :

11.1 INSURANCE :

The Companys properties continue to be adequately insured against
risks such as fire, riot, strike, civil commotion, malicious damages
etc.

11.2 AUDITORS :

The present Auditors of the Company M/s. B.S.Rajput & Associates,
Chartered Accountants, Ahmedabad were appointed as Auditors and will
retire at the ensuing Annual General Meeting. M/s. B.S. Rajput &
Associ- ates, Chartered Accountants, have submitted certificate for
their eligibility for appointment under Section 224(1 B) of the
Companies Act, 1956. The notes and remarks of Auditors are
self-explanatory. The specific remarks of the Auditors for
non-provision of depreciation of Rs.25,267/- and Related Party
Disclosure as per Accounting Standard-18 have been explained in the
notes on accounts for the year 2009-10 under para 13 and 14
respectively.

11.3 PARTICULARS OF EMPLOYEES :

There is no person drawing remuneration requiring disclosure under
Section 217(12-A) of the Companies Act, 1956.

11.4 DEPOSITS :

During the year the Company has not accepted any deposit to which the
provisions of section 58A of the Companies Act, 1956 are applicable.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE-I:

13. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and
co-operation extended by promoters, Banks, Government Authorities,
Employees and Shareholders.